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TMI Blog2005 (2) TMI 544X X X X Extracts X X X X X X X X Extracts X X X X ..... ondent No. 3 has issued summons to the Principal Officer of the petitioner company to produce Books of Account and other documents and papers and as well as to give evidence from 7-1-2004 to 9-1-2004. 2. Facts lie in a narrow compass. Petitioner is a company registered under the provisions of the Act. It is alleged that without there being any report of the Registrar of Companies (hereinafter referred to as RoC ) the order dated 16-10-2003 P-2 has been issued which is per se illegal, without jurisdiction, and as such unsustainable in law. Alternatively, it is urged that if there is any report of RoC as contemplated under section 234(6) of the Act, then it has been obtained behind the petitioner s back without seeking any information ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1) of the Act on the report of RoC, and RoC is not required to seek explanation or information for preparing report. According to him, under section 234(1) of the Act report can also be prepared on the subjective satisfaction based upon document filed under the provisions of the Act. He further contended that subjective satisfaction is not open to review. Shri Singh also submitted that before passing an order under section 235(1) of the Act, the respondents are not under any legal obligation to furnish the report. Investigation is purely a fact-finding enquiry and there is no lis between the respondents and the petitioner company. It is only after the Investigator submits the report the Central Government is required to forward the report ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a Director or the Secretary is filed with RoC under section 149(1)( d ) or section 149(2)( c ) and section 149(2A) of the Act; section 150 of the Act requires intimation to RoC where a company has converted any of its share into stock; section 157 of the Act makes it compulsory for a company to inform the RoC situation of foreign register and where it is kept; section 159 of the Act requires furnishing of annual returns to the RoC containing the particulars specified in part I of Schedule V; Annual returns along with certificate under section 161 of the Act; Registration of resolution under section 192 of the Act ; Annual Balance Sheet and profit and loss under section 220 of the Act; Appointment of Auditors under section 224 of the Act. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ection 234(6). Parliament has entrusted the discretion to RoC to prepare and submit report. Such an administrative decision and function does not affect none of the fundamental right of the petitioner company, therefore, it is not open to primary or strict judicial review as explained in the latest decision of Their Lordships of the Supreme Court in Damoh Panna Sagar Rural Regional Bank v. Munna Lal Jain 2005 AIR SCW 95. Applying the Wednesbury s principle, it is clear that the scope of judicial review in the present case is secondary in nature to see whether RoC can form an opinion on basis of documents submitted by a company under the provisions of the Act. In the foregoing discussion, it has already been held that from the documents ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urse of final arguments, it was submitted by Shri Singh that investigator appointed by the Central Government has submitted the report and action thereon shall be taken as per law. One cannot forget that a company is a creature of the statute. There can be no doubt that one of the objects of the Companies Act is to throw open to all citizens the privilege of carrying on business with limited liability. Inevitably the business of the company has to be carried on through human agency, and that sometimes gives rise to irregularities and malapractices in the management of the affairs of the company. Protection of investors is one of the primary themes of the Act. If the relevant provisions of the Act dealing with enquiries and investigations of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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